Ohr Pharmaceutical, Inc. 10-K


Exhibit
10.2(e)

 





Lock-Up
Agreement


 


 


December
11, 2015


 


Ohr Pharmaceutical, Inc.


800 Third Ave, 11th Floor


New York, NY 10022


 


Ladies and Gentlemen:


As an inducement to Ohr Pharmaceutical, Inc.
(the “Company”) to execute a consulting agreement with Irach B. Taraporewala, the undersigned hereby
agrees that without, in each case, the prior written consent of the Company during the period specified in the second succeeding
paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of common
stock, par value $0.0001 per share (the “Common Stock”), of the Company or any securities convertible
into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common
Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities
and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter
acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise;
(3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing.


 


The undersigned agrees
that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to
or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even
if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to,
or derives any significant part of its value from such Securities.


 


The Lock-Up Period
will commence on the date of this Agreement and continue and include the date 180 days after the date hereof.


Notwithstanding
the foregoing, the undersigned may transfer (1) the Undersigned’s Securities (i) as a bona fide gift or gifts; (ii)
to an immediate family member of the undersigned or any trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned or to any corporation, partnership, limited liability company, or other business entity all of the equity
holders of which consist of the undersigned and/or one or more members of such undersigned’s immediate family; and (iii)
transfers by testate succession or intestate succession; provided, in each case, that (x) such transfer shall not involve
a disposition for value, and (y) the transferee agrees in writing with the Company to be bound by the terms of this Lock-Up Agreement
that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.
For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, nor
more remote than first cousin.


In addition, the
foregoing restrictions shall not apply to the exercise of stock options granted pursuant to the Company’s equity incentive
plans; provided that it shall apply to any of the Undersigned’s Securities issued upon such exercise.




    	 



    	 



    

 


In furtherance of
the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Common
Stock if such transfer would constitute a violation or breach of this Agreement.


The undersigned
hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that upon request,
the undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.


This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	 
	 	IRACH B. TARAPOREWALA
	 	Printed Name of Holder
	 	 
	 	/s/	IRACH B. TARAPOREWALA
	 	 	Signature
	 	 


 


ACCEPTED AND ACKNOWLEDGED


 


 


OHR PHARMACEUTICAL, INC.


 


 


	By:	/s/ Jason S. Slakter	 
	 	Name: Jason S. Slakter, MD	 
	 	Title: CEO